3 AM
by TrivialQueen
Summary: He lowered his forehead to rest beside his hand and for a moment stood there with his eyes closed listening to the ratta-tat-tat of the rain outside and the tears falling like rain inside and the sound of his own heart breaking. Spoilers(ish) from Season Three. reposted with formatting changes.
1. Chapter 1

**3 A.M.**

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Disclaimer: Downton Abbey would be a very different show, believe me, if I were the one in charge. Downton Abbey belongs to one Julian Fellowes, and the song 3 AM which inspired this piece belongs to Matchbox Twenty.

Summary: He lowered his hand from the doorknob and flattened his other palm against the cold wood of the door. He lowered his forehead to rest beside his hand and for a moment stood there with his eyes closed listening to the ratta-tat-tat of the rain outside and the tears falling like rain inside and the sound of his own heart breaking. Spoilers from Season Three. Oneshot.

Pairing: Charles Carson/ Elsie Hughes.

Author's Note: So, I'm an American (Iowan, to be specific – cookies if you can find that on a map without google), this means that one, I spell things funny, and two, I've not actually seen any of season three, mind you, I've read the spoilers, the fics, and seen all the .gifs on tumblr, but I've not _actually_ watched any of the new episodes. My mother would kill me if I watched them without her. My point is this, I know the ends of lots of the episodes, but I don't know the means, therefore **this story is AU**.

Author's Note the Second: I've played around with the formatting a bit as well as fixed some typeos (some glaring, others less so), hopefully this will be more pleasing to ya'll. Keep the critiques coming!

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_She say it's cold outside and she hands me my raincoat_

_She's always worried about things like that_

_She says it's all gonna end and it might as well be my fault_

_And she only sleeps when it's raining_

_And she screams and her voice is straining_

"Alfred," Her voice was sharp to get the tall young man's attention, but softened slightly as he turned, "what do you think you're doing?" She asked, joining him in the open backdoor. She must look up and up to actually look at the footman.

"Mrs. Hughes, I was just going to-" the gingery haired youth began, torn between being intimidated by the smaller Scottish woman and attempting to assert himself professionally. But Elsie waved off his response, the question itself was unimportant.

"You were about to go darting about outside in the rain." She gestured to the falling rain outside, the open door allowing the cool weather to creep into the house and down the hall. Alfred looked sheepish but did not contradict her. From the hooks on the wall beside the door Elsie produced a jacket; one he knows was not there a week ago. She'd gone to the village on her half day off and specifically purchased that jacket (with money from the uniform fund of course) so that the giraffe of a young man would have a Mack that would fit him and his ridiculously long limbs. She handed him the coat with a small smile and said simply,

"It's cold outside."

She always worries about things like that, the little things. Like if the young household staff would be outside without a proper jacket for the weather. Even if they were just going to the end of the lane and back she would see to it that they were dressed appropriately. She worries about everyone – if they have had enough to eat, gotten enough sleep, had a jacket that fit them properly, not simply fit on them. She worried about everything and everyone. Everyone except herself. Her needs are second if they are acknowledged at all. In many ways it makes her perfect for service. She put the family first, the house first. Her worries and her caring make her a very accessible housekeeper, especially to the younger staff who might have left their own homes but were still in need of mothering.

And in so many ways it was an awful flaw. She was far from Atlas, despite what she might think, she did not need to carry the world on her shoulders. To the untrained eye Elsie Hughes was just as she ever was, but to him, under his gaze he could see the cracks. She was slowing down, She'd lost a little of that magic drive. The circles under her hazel eyes were a shade too dark, the wrinkles where the smiles had once been were now just a hair too deep, and her steps were just a bit too heavy. And although she spoke just as she always had, a mixture of sass and sincerity, her voice was straining.


	2. Chapter 2

**3 A.M.**

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Disclaimer: Downton Abbey would be a very different show, believe me, if I were the one in charge. Downton Abbey belongs to one Julian Fellowes, and the song 3 AM which inspired this piece belongs to Matchbox Twenty.

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_She says baby _

_It's 3 am I must be lonely _

_When she says baby _

_Well I can't help but be scared of it all sometimes _

_Says the rain's gonna wash away I believe it_

The day's rain continued on into the night, falling against the panes of the windows with a ratta-tat-tat. Usually he slept his best when it rained, the low, steady rhythm of it was soothing, and the chill that it put in the air always helped to lull him into a deeper sleep than he usually took. Usually, but not tonight. It was too loud to sleep, the rain ratta-tat-tat-ing against his window, the thoughts rolling through his mind. There was no peace, no quiet. But there was tea in the kitchen. His house shoes were even quieter on the stair than his wingtips, and he had perfected the art of silence. _To think, a hundred years ago you used to tap-dance._ After those years of stupidity he had silenced his feet in more than one way.

The clock in the hall struck three, the rain continued to ratta-tat-tat against the glass, and his house shoes made not a sound as he moved from the stair to the hall. The kitchen at the opposite end was illuminated by the waning moon.

The muffled sound of sobs stopped him dead in his tracks. He knew every hall, every corridor of this grand house like the veins in the back of his hands and he did not need the glow of the moon to tell him where he was. The tears were falling behind the firmly shut door of her sitting room. He certainly did not need the thin strip of lamplight peeking out from under the door to tell him anything, but it did, it called out to him like a distress beacon on a black ocean.

He stood in front of the door, hand raised and balled into a fist, his knuckles poised to rap on the wooden door, his other hand hovered over the brass knob. During the working hours, the waking hours, he would hardly bother to knock; their relationship was such that the formality was all but abandoned. He would knock this time, for he knew Elsie Hughes' mind as well as he knew his own heart, she would not want to be caught in a venerable moment. Not a truly venerable moment, she was a proud woman. In spite of all of her worrying, all of her mothering (or perhaps because of) she still had her walls, her boundaries; the real Elsie Hughes was locked inside the image of Elsie Hughes that went to work every day. Out of everyone at Downton (and he would like to think beyond Downton, but he could not be sure) he had gotten the closest to seeing the real Elsie. He had passed through all the barriers, all the walls except for the very last ones, the most inner defenses were still up. He would not burst in and breach them like a Goth sacking Rome. He wanted to be invited in, to receive that trust, to learn her because she had volunteered that information, not because he had stumbled upon her at three _ante meridiem_ when it was raining.

He lowered his hand from the doorknob and flattened his other palm against the cold wood of the door. He lowered his forehead to rest beside his hand and for a moment stood there with his eyes closed listening to the ratta-tat-tat of the rain outside and the tears falling like rain inside and the sound of his own heart breaking.


	3. Chapter 3

**3 A.M.**

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Disclaimer: Downton Abbey would be a very different show, believe me, if I were the one in charge. Downton Abbey belongs to one Julian Fellowes, and the song 3 AM which inspired this piece belongs to Matchbox Twenty.

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_She's got a little bit of something, God it's better than nothing _

_And in her color portrait world she believes that she's got it all _

_She swears the moon don't hang quite as high as it used to _

_And she only sleeps when it's raining _

_And she screams and her voice is straining_

It was still raining as they pass around the breakfast dishes and discuss the household activities and plans for the day. He doesn't say a word about last night. Nor does he comment on how she doesn't actually eat her toast but simply nibbles it into crumbs and pushes it about on her plate. He says nothing. Instead he simply watches her. Quietly, unobtrusively, he watches her with a skill he's perfected over two decades of near constant companionship.

The habit had begun very early in their acquaintance. She had arrived, a new housemaid, shortly after Mr. Lawrence had retired and entrusted the keys to the Butler's pantry to him. The young miss from Argyll had been dusting in the Red Room shortly after her arrival at Downton as he was doing his rounds, relearning Downton as the Butler not as Lord Grantham's Valet. She had been standing on tiptoe atop a three legged stool to reach high above her head to dust the family heirlooms along the high shelf. The stool had not been as supportive of her as she had anticipated and it had tipped her off, falling to the floor she had landed on her feet but did not stick the dismount. She had stumbled with the momentum of her fall and tripped firmly into his chest as he had come to help. He could remember with vivid detail how she had felt crushed against his chest (much leaner in those days), he could still recall when he closed his eyes the way her cheeks had flushed as she had pulled away from him and how something twinkled in her hazel eyes. From that day on he had resolved to keep an eye on her. _If only to ensure that the next time she fell he would be there to catch her._

She never fell again. She learned. That was one of the many beauties of Elsie, she learned. Every problem, every situation, she adapted and overcame. In no time she was made head housemaid and with the retirement of Mrs. Mitthew given a set of keys and the new title of MRS. Hughes. He had been the first one to congratulate her on her new position, lo those many years ago now. And as he raised that first of many glasses of wine in her new sitting room he had vowed to keep an eye on her, _just to ensure she transitions smoothly into her new role and position._

She had of course transitioned easily into the role of housekeeper; she had done it as smoothly as if it had been tailored for her specifically. He still kept an eye on her, it was a less worried eye than it was in the beginning. Less of a watchful and more of an observational gaze. He learned her movements. The rhythm of the body was something that he could not leave behind in his dancehall days. He was always keenly aware of how people moved, the way they stood on their feet, the rhythm of their walk, and in Mrs. Hughes' case the natural sway of her hips. He always kept an eye on her, especially as she was walking away. _Or walking up the stairs._

He watched her now with great concern. He had thought something had been wrong and now he knew it. That was to say he now knew something was wrong. The _what_ was an entirely different matter. And so he watched, he observed, and he prayed that maybe today would be the day she'd drop that wall, that final wall. She helped carry everyone else's burden; it made no sense that she should carry her own alone. But carry it alone seemed to be exactly what she planned on doing. As they sit in her lounge that night discussing the day's trials, tribulations, and tempest (the rain has not only not stopped it has increased in ferocity, the ratta-tat-tat replaced with a mournful howl), she is the perfect image of the satisfied woman. She smiles and jokes with him over her teacup (her laughter is a beat too slow and a bit off her usual key). And when the perfect opportunity to ask if she's alright presents itself in the form of a tearful conversation she had had with a young maid earlier that day she brushes off the inquiry.

"Is everything alright with you, Mrs. Hughes?"

"You know, I don't think the moon hangs quite as high as it used to."


	4. Chapter 4

**3 A.M.**

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Disclaimer: Downton Abbey would be a very different show, believe me, if I were the one in charge. Downton Abbey belongs to one Julian Fellowes, and the song 3 AM which inspired this piece belongs to Matchbox Twenty.

* * *

_She says baby _

_It's 3 am I must be lonely _

_When she says baby _

_Well I can't help but be scared of it all sometimes _

_Says the rain's gonna wash away I believe it_

Cancer. There was a possibility that she had cancer. If he was not so utterly petrified of the possibility that his dearest friend was suffering he would be utterly furious that he had to learn such news from Beryl Patmore. He had not realized that Elsie and the cook were in such close confidences. He had flattered himself, falsely it appeared, that he was her secret keeper. She was his, but no, Beryl Patmore had been admitted into the inner courtyard, she was acquainted with the true Elsie Hughes while he was stopped at the gate. Damnation.

Cancer. There was a real possibility she had cancer. Alone in his pantry he allowed the full weight of this to sink into him. Terror sliced at him, fear overwhelmed him, and worry… It seized his heart and wrung all the blood from him. Outside the rain beat down, it was the perfect cover for the tears that slipped from his eyes, unchecked. They rolled down his cheek and fell to the rug off of his quivering chin. It explained everything. It explained everything in the darkest way imaginable, but it explained everything. The weariness in her voice, the circles beneath her eyes, the midnight tears.

He had been very careful to not let any sound but the faintest of hiccups come from his crying but he had not been careful enough. She rapped quietly on his pantry door, three short, crisp beats before his door opened. He had no time to hide what he had been doing, the tears were too far gone, they had left their trail down his cheeks and rimmed his eyes in a painful red. The moment she caught sight of his fallen face she shut the door tightly, turning the lock behind her so that no one else could enter and catch the great butler of Downton Abbey so venerable. She knew him so well and she knew his pride. She did not say a word but took a seat in her usual chair. Doing his best to regain his famous (infamous?) composure he took his handkerchief from his pocket and dried his eyes and wiped his leaking nose. The linen cloth was one of the handkerchief's she had made him. Embroidered in a deep burgundy thread in the corner were two interlocking Cs. They had been a Christmas gift, years ago, a set of four. One in blue, one in green, and two in burgundy red, his favorite color. The memory undid all the work the cloth had done in drying his eyes as new tears began to well up and fall.

Cancer.

Elsie crossed to his side, crouching low beside his chair and taking his large hand in her two smaller ones. She rubbed small circles across the back of his hand and shhhed him gently, much in the same way she quieted and comforted the young maids and footmen she had adopted as her own. It was so strange, so utterly strange that although she was the one with the lump, the uncertainty. She was the strong one, and he, he who was healthy, who was an adult male, the great stoic butler of Downton, he was the one who should be strong, yet he was the one in tears. He looked down at her, utterly embarrassed at his own iniquities, his weakness, his failure. She looked back at him with more sparkle in her tired eyes than he'd seen in days.

"I take it Beryl told you, although I specifically asked her not to."


	5. Chapter 5

**3 A.M.**

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Disclaimer: Downton Abbey would be a very different show, believe me, if I were the one in charge. Downton Abbey belongs to one Julian Fellowes, and the song 3 AM which inspired this piece belongs to Matchbox Twenty.

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_She believes that life is made up of all that you're used to _

_And the clock on the wall has been stuck at three for days, and days _

_She thinks that happiness is a mat that sits on her doorway _

_But outside it's stopped raining_

…_I specifically asked her not to._

"When were you planning on telling me then?" He asked. The back of his throat felt raw, he'd not cried like that in a long time. She looked away. She did not answer him.

"Mrs. Hughes, when were you planning on telling me?" She looked down. She did not answer him.

"Elsie…?" He pleaded. Her hands are still wrapped around his. He squeezes her fingers and brings his free hand down atop hers so that she cannot draw back from him. She looks at the way their fingers have twined together.

"I had hoped to not have to tell you at all."

"Not tell me!" His low voice rumbled like thunder. The cold tears were replaced with a hot anger; the terror trampled by his temper, his fury threw fear out the window. _I had hoped to not have to tell you at all._ She tried to pull her hands away, but he held her fast, standing up and drawing her to her feet along with him. He was very aware of how much taller than she he was, just exactly how small the woman in front of him was lost in the day to day efficiency of how she ran the house. He was aware of it all now, just exactly how narrow her shoulders were. How exactly she expected to balance the whole of the world there he did not know.

"Elsie Hughes," He tried to say evenly, "Why on earth would you not tell me that you…" Had cancer. Were potentially dying. "were unwell?" It was the first of many questions he wanted to ask her, wanted to demand answers to. Although really the questions were all the same.

_Why didn't you tell _me. He had thought their relationship to go deeper than she obviously did, and almost as much as the fact she had – potentially had – cancer, the fact that he had so clearly misread them shook him to the core.

"Well?" He demanded harshly. She did not answer. Elsie's gaze was focused over his shoulder, he vaguely remembered that he'd not wound his clock today in the tumult of his emotions. It was undoubtedly incorrect now.

But that wasn't the issue.

"Elsie." He said again, moving into her line of sight, seeking her eyes, and silently begging with all his might. "Why did you not tell me? I had thought that after all these years we were a bit more like friends than simply butler and housekeeper." Tears welled up in her hazel eyes and suddenly his heart was seizing again. It was more painful than his heart attack, he felt it deeper. He had made her cry. He'd hurt her when what he really wanted to do was help her.

"Oh, Mr. Carson," She said, her voice strained, it was raw, "We are friends."

"Then, Elsie, why wouldn't you tell me you were going through something like this. It's been wearing on you, I've seen it over the last few days, why didn't you share this with me?" He wanted to add that he had heard her crying but he didn't want to hurt her further.

"Because, Charles, I didn't want you to worry about me." She replied quietly.

Stunned.

He was stunned.

Did he want to scream at her that she did not get to decide who he did and did not worry about? Did he want to cry because she didn't trust him enough, was afraid to share her burden with him? Did he want to take her by the shoulders and shake her for being so stupid? Did he want to take her and kiss her because they were standing so very close and that was always on his mind when they were standing so close?

"You. Didn't. Want. Me. To. Worry." He repeated back to her, as if that would make his decision easier. The tears which had welled in her eyes now fell down her cheeks, tracing the deep wrinkles this whole ordeal had given her before her time.

In the boldest move known to man Charles Carson took his thumb and gently wiped away the tear that was staining her cheek. And in the greatest act of divine… something, Elsie consented to his touch, turning slightly into his palm.

"Elsie," Not since she had been a housemaid, those years ago, had he used her Christian name as often as he had in the past few moments. "You worry about me, you worry about your maids and my footmen, you even worry about Thomas, and although you might not be as fond of the Crawley family as I am, I do know you worry about them too. You worry about everyone, except for yourself. Why won't you allow me to do that for you? Why will you not share your burden with me?" He asked her sincerely. Her eyes fluttered open and she pulled away from his hand.

He cursed himself for making her back away, but he had said it, he had found the most neutral question he could ask that still got at something close to the real question that he wanted to ask. _Why won't you let me in?_

Elsie took a step back, her hands pulling away from his to play nervously with the ring of keys at her hip. Her eyes fluttered closed for a moment, he could not find words to offer her without the fear of sending her further away – out of his pantry or worse. He could only watch. In time she reached a decision, he could see it in the subtle change in the set of her shoulders.

She opened her eyes.

"I didn't tell you, Mr. Carson, because I did not wish to put you in an awkward position, I did not want to ask something of our friendship, something of you that you might feel obligated to give but not truly wish to. I did not wish to upset the status quo by asking for more."

He did not understand, but he did feel quite warm inside, although he could not explain why.

"I don't understand, why won't you let me take care of you?"

"Because I don't want you to 'take care of' me in just this way I want you to take care of me in _all ways_. There, I've said it." She finished biting her lip and flushing scarlet. Her gaze returned to his clock, now chiming three, sitting on the shelf behind him. He blinked.

_Always._ He took a step closer to her.

"What if," He said reaching out to touch her left hand hesitantly, "What if I told you I would not mind taking care of you in all ways?"

She raised her eyes to his in wonder. Their gazes held and then slowly, _slowly_ she smiled. The last of her defenses fading between them.

He returned her smile tenfold.


	6. Chapter 6

**3 A.M.**

* * *

Disclaimer: Downton Abbey would be a very different show, believe me, if I were the one in charge. Downton Abbey belongs to one Julian Fellowes, and the song 3 AM which inspired this piece belongs to Matchbox Twenty.

* * *

_She says baby _

_It's 3 am I must be lonely _

_When she says baby _

_Well I can't help but be scared of it all sometimes _

_Says the rain's gonna wash away I believe it_

She had refused to allow him to accompany her to her appointment, the one in which she would hear the news for sure. Not because she didn't want him to worry, not because she would not allow him past her defenses but because given the nature of her cancer scare and the fact that they were not man and wife (at least not yet) he wouldn't be allowed in the room with her. And if he was going to have to sit and wait in the hall he might as well wait at Downton and see to it the great house did not fall down around the Crawley family's ears in her absence. Beryl had gone with her to hear the news, none the wiser that she was Elsie's second choice of companion.

The rain had stopped in the night, he had been awake to hear it, or rather not hear it ratta-tat-tat-ing against the window. It stopped around three, although the clock in his pantry had been chiming three o'clock every hour on the hour, he never had gotten around to winding it. He and Elsie had more important things to discuss. Like _always_.


End file.
